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Ultimate Make-Ahead Macaroni and Cheese
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4.98 from 133 votes

Ultimate Make Ahead Macaroni and Cheese

Ultimate Make-Ahead Macaroni and Cheese is elegant enough to serve at a dinner party but easy enough to serve during the week. It's creamy, cheesy goodness makes it the perfect side dish for Thanksgiving and Christmas.
Prep Time20 minutes
Cook Time45 minutes
Total Time1 hour 5 minutes
Course: Christmas, Side Dish, Thanksgiving
Cuisine: American
Servings: 12 servings
Calories: 603kcal


  • 1 ½ Tablespoons Kosher salt divided
  • 16 ounces dried elbow macaroni
  • 4 cups (32-ounces) milk (See Tip 1)
  • 8 Tablespoons (1 stick, 4-ounces) unsalted butter, divided
  • ½ cup (2.5-ounces) all-purpose flour
  • 2 ½ cups (10-ounces) Gruyère cheese, shredded
  • 4 ½ cups (18-ounces) sharp Cheddar cheese, shredded and divided (See Tip 2)
  • ½ teaspoon freshly ground black pepper
  • ¼ teaspoon ground nutmeg
  • 1 ½ cups Panko breadcrumbs (See Tip 3)


  • Preheat the oven to 375° F. Spray a 3-quart baking dish with nonstick spray. Set aside.
  • Bring a large pot of water with 1 Tablespoon of Kosher salt to a boil. Add the macaroni and cook according to the directions on the package, for 9 to 10 minutes. Drain and rinse well with cold water; drain completely. Set aside.
  • Melt 6 tablespoons of butter in a large (4-quart) pot; whisk in the flour. Cook over medium heat for 2 minutes, stirring with a whisk. Whisk in the milk and cook for several more minutes, until bubbly and thickened.
  • Remove pan from heat; add 3 cups of the Cheddar cheese, all of the Gruyère cheese, ½ tablespoon salt, pepper, and nutmeg. Stir until all of the cheese is melted and the sauce is creamy and smooth.
  • Add the cooked macaroni and stir well. Pour into a 3-quart baking dish.
  • Top macaroni and cheese with remaining 1-½ cups Cheddar Cheese and Panko breadcrumbs mixed. Dot with remaining butter.
  • May be prepared in advance up to this point, covered, and refrigerated. (See Tip 4)
  • Bake, uncovered, for 40 to 45 minutes, or until the sauce is bubbly and the top is golden brown. (See Tip 5)
  • Yield: 10 to 12 Servings.


  1. I used whole milk in this recipe, but you could also use low-fat milk. 
  2. I've made this with regular cheddar cheese, sharp cheddar cheese, and extra-sharp cheddar cheese. All are delicious.
  3. Rather than Panko breadcrumbs, you can use regular plain breadcrumbs or crushed Ritz crackers.
  4. If prepared ahead of time, the macaroni will absorb some of the liquid as it sits. Therefore, increase the amount of milk to 4 ½ cups.
  5. If you're baking this after it's been in the refrigerator, you will need to add 5 to 10 minutes to the baking times.


Calories: 603kcal | Carbohydrates: 43g | Protein: 27g | Fat: 36g | Saturated Fat: 22g | Polyunsaturated Fat: 2g | Monounsaturated Fat: 10g | Trans Fat: 1g | Cholesterol: 106mg | Sodium: 1489mg | Potassium: 288mg | Fiber: 2g | Sugar: 6g | Vitamin A: 1105IU | Vitamin C: 1mg | Calcium: 649mg | Iron: 2mg